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Signing the Twelfth Amendment Agreement by Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK with PT Bank Central Asia, Tbk.

Tower · Monday, 20 June 2022 12:00

We refer to (i) Financial Services Authority Rule Number 31/POJK.04/2015 dated December 16, 2015, regarding Disclosure on Material Information or Facts by Issuer or Public Companies (“POJK 31”); (ii) Financial Services Authority Rule No.42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest (“POJK 42”); (iii) Decision of Chairman of Bapepam-LK Number Kep-00015/BEI/01-2021, dated January 29, 2021 concerning Amendment of Regulation Number I-E regarding The Obligation of Information Submission (“Rule I-E”); (iv) Letter of PT Sarana Menara Nusantara, Tbk. No. 107/CS-OJK/SMN/XII/16 dated December 23, 2016 regarding Disclosure of Information to the Shareholders in Compliance with Regulation IX.E.1 (“Company Letter December 2016”) and which is last issued with Letter of the Company No. 013/CS-OJK/SMN/III/22 dated March 8, 2022 regarding Disclosure Report on Material Transaction or Facts of Affiliated Transactions (“Company Letter March 2022”).

We, for and on behalf of PT Sarana Menara Nusantara, Tbk. (the “Company”), hereby submit Report on Information in relation with the signing of the Twelfth Amendment Agreement Number: 209/Add-KCK/2022 dated June 16, 2022 (the “Twelfth Amendment Agreement”) by and between PT Bank Central Asia, Tbk. (“BCA”) and PT Profesional Telekomunikasi Indonesia (“Protelindo”), PT Iforte Solusi Infotek (“Iforte”), PT Komet Infra Nusantara (“KIN”), PT Solusi Tunas Pratama, Tbk. (“SUPR”), PT BIT Teknologi Nusantara (“BIT”), PT Quattro International (“QTR”) and PT Global Indonesia Komunikatama (“GIK”).

The Twelfth Amendment Agreement is an amendment of facility credit pursuant to the IDR500,000,000,000 Revolving Loan Facility Agreement dated December 21, 2016 as amended several times and lastly amendment by the Eleventh Amendment Agreement dated March 4, 2022 (“Facility Agreement”).

We hereby submit report of Affiliated Transactions (as defined below) as referred to in accordance with the provisions of Article 6 paragraph 1 letter b (3), d and e in POJK 42 as described below:

Name of the Issuer or Public Company : PT Sarana Menara Nusantara, Tbk (the "Company")
Scope of Business : Activities of holding companies, telecommunication central construction and othe management consultation
Telephone : 021 - 2358 5500
Facsimile : 021 - 2358 6446
Electronic mail : investor.relations@ptsmn.co.id

 

1. Date of Occurrence June 16, 2022.
2. The parties in the Affiliated Transaction and affiliated relations with the Company

a. Protelindo a company which 99.9997% of its shares are directly owned by the Company;

b. Iforte a company which 99.99% of its shares are directly owned by Protelindo;

c. KIN a company which 99.99% of its shares are directly owned by Protelindo;

d. SUPR a company which 94.03% of its shares are directly owned by Protelindo;

e. BIT a company which 99.99% of its shares are directly owned by SUPR;

f. QTR a company which 99.99% of its shares are directly owned by Iforte;

g. GIK a company which 100% of its shares are directly owned by SUPR; and

h. BCA a banking institution.

3.

Affiliated Transactions (objects and value of transactions)

Whereas, in connection with the Twelfth Amendment Agreement, parties have agreed to add an additional borrower under the Facility Agreement and add an investment credit 6 facility (Facility I) in the amount of IDR1.500.000.000.000 available for Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK.

As for Facility I, Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK are jointly and several liability to their obligations thereof. The term period for Facility I is vaild up to December 31, 2022.

4. The nature of the affiliated relationship between the Parties

The Twelfth Amendment Agreement is an affiliated transaction as referred to in POJK 42 considering all the parties is directly owned and controlled by the families of Robert Budi Hartono and Michael Bambang Hartono.

5.

The impact of such event, information or material facts towards operational activities, legal, financial condition, or business continuity of the Issuer or Public Company

There is no material impact to the operational activities, legal or financial conditions or the business continuity of the Company due to the signing of the Twelfth Amendment Agreement by Protelindo, Iforte, KIN, SUPR, BIT, QTR and GIK.

6. Other information

As previously disclosed, the signing of the Twelfth Amendment Agreement is a continuous affiliated transaction from the Facility Agreement which previously disclosed by the Company disclosure of information in accordance with the prevailing rule of OJK (previously Bapepam/LK).

The Twelfth Amendment Agreement is categorized as an exempted affiliated transaction pursuant to Article 5 paragraph (e), Article 6 paragraph (1) letter b point 3 and Article 6 paragraph (1) letter d and e of POJK 42, and therefore the Company only be required to report to OJK within 2 (two) working days as of the signing of the Twelfth Amendment Agreement.

The Twelfth Amendment Agreement is not a material transaction as referred to the Financial Services Authority Rule No. 17/POJK.04/2020 regarding Material Transactions and Change of Main Business Activities (“Rule No. 17”) and does not contain conflict of interest as referred to the POJK 42.

We hereby conclude the report on information or material facts to occupy provisions of Article 6 paragraph (1) letters d and e POJK 42 as well as compliance with POJK 31.

Thank you for your attention and cooperation.

Best regards,

PT Sarana Menara Nusantara, Tbk.